Section 805 – Special litigation committee.
48-3a-805. Special litigation committee. (1) If a limited liability company is named as or made a party in a derivative proceeding, the limited liability company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the limited liability company. […]
Section 806 – Proceeds and expenses.
48-3a-806. Proceeds and expenses. (1) Except as otherwise provided in Subsection (2): (a) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and (b) if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the […]
Section 708 – Administrative dissolution.
48-3a-708. Administrative dissolution. (1) The division may commence a proceeding under Subsections (2) and (3) to dissolve a limited liability company administratively if the limited liability company does not: (a) pay any fee, tax, interest, or penalty required to be paid to the division not later than 60 days after it is due; (b) deliver […]
Section 709 – Reinstatement.
48-3a-709. Reinstatement. (1) A limited liability company that is administratively dissolved under Section 48-3a-708 may apply to the division for reinstatement not later than two years after the effective date of dissolution. The application must state: (a) the name of the limited liability company at the time of its administrative dissolution and, if needed, a […]
Section 710 – Judicial review of denial of reinstatement.
48-3a-710. Judicial review of denial of reinstatement. (1) If the division denies a limited liability company’s application for reinstatement following administrative dissolution, the division shall serve the limited liability company with a notice in a record that explains the reasons for the denial. (2) A limited liability company may seek judicial review of denial of […]
Section 711 – Disposition of assets in winding up.
48-3a-711. Disposition of assets in winding up. (1) In winding up its activities and affairs, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors. (2) After a limited liability company complies with Subsection (1), any surplus must be distributed in the following order, subject to […]
Section 801 – Direct action by member.
48-3a-801. Direct action by member. (1) Subject to Subsection (2), a member may maintain a direct action against another member, a manager, or the limited liability company to enforce the member’s rights and otherwise protect the member’s interests, including rights and interests under the operating agreement or this chapter or arising independently of the membership […]
Section 601 – Power to dissociate as member — Wrongful dissociation.
48-3a-601. Power to dissociate as member — Wrongful dissociation. (1) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under Subsection 48-3a-602(1). (2) A person’s dissociation as a member is wrongful only if the dissociation: (a) is in breach of […]
Section 602 – Events causing dissociation.
48-3a-602. Events causing dissociation. A person is dissociated as a member when: (1) the limited liability company has notice of the person’s express will to withdraw as a member, but, if the person specified a withdrawal date later than the date the limited liability company had notice, on that later date; (2) an event stated […]
Section 603 – Effect of dissociation.
48-3a-603. Effect of dissociation. (1) If a person is dissociated as a member: (a) the person’s right to participate as a member in the management and conduct of the company’s activities and affairs terminates; (b) if the limited liability company is member-managed, the person’s duties and obligations under Section 48-3a-409 as a member end with […]